Whitfill said in his 22-page ruling of June 12 that Schafer did not showthat Eastern Mechanical had agreed to form the partnership and the profit-sharing arrangement.

"We do not doubt that there were some conversations between Mr. Schafer and Mr. High about the possibility of performing a new business venture," Whitfill said. "However, that discussion is not sufficient to prove that a partnership existed."

Schafer went to work for Eastern Mechanical in November 1985 as a subcontractor and later as an employee hired to fulfill the company's utility construction contracts, court documents say.

Court records show Schafer was to be paid a $30,000 annual salary and $20,000 annually for the use of his equipment at Eastern Mechanical jobs until a profit-sharing arrangement was struck.

High said in court records that he presented Schafer with a profit-sharing arrangement in 1987. Schafer rejected the arrangement, but continued working for Eastern Mechanical, court records say.

Schafer was fired in spring 1989 afterEastern Mechanical's president learned he used the company's materials, workers and equipment for constructing his house, court records show.

Schafer's company, Maryland Reclamation, seeks state permits to develop a rubble and asbestos dump near Havre de Grace.